0001567619-20-017049.txt : 20200923 0001567619-20-017049.hdr.sgml : 20200923 20200923162533 ACCESSION NUMBER: 0001567619-20-017049 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200921 FILED AS OF DATE: 20200923 DATE AS OF CHANGE: 20200923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOYES JERRY CENTRAL INDEX KEY: 0000901736 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35007 FILM NUMBER: 201192291 MAIL ADDRESS: STREET 1: SWIFT TRANSPORTATION COMPANY STREET 2: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOYES VICKIE CENTRAL INDEX KEY: 0001272829 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35007 FILM NUMBER: 201192292 MAIL ADDRESS: STREET 1: SWIFT TRANSPORTATION COMPANY STREET 2: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOYES JERRY & VICKIE FAMILY TRUST CENTRAL INDEX KEY: 0001092565 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35007 FILM NUMBER: 201192293 BUSINESS ADDRESS: STREET 1: SWIFT TRANSPORTATION COMPANY STREET 2: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 6022699700 MAIL ADDRESS: STREET 1: SWIFT TRANSPORTATION COMPANY STREET 2: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Knight-Swift Transportation Holdings Inc. CENTRAL INDEX KEY: 0001492691 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 205589597 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 602-269-9700 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION Co DATE OF NAME CHANGE: 20110512 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION CO DATE OF NAME CHANGE: 20101209 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT TRANSPORTATION Co DATE OF NAME CHANGE: 20101129 4 1 doc1.xml FORM 4 X0306 4 2020-09-21 0 0001492691 Knight-Swift Transportation Holdings Inc. KNX 0000901736 MOYES JERRY 2710 E OLD TOWER ROAD PHOENIX AZ 85034 0 0 1 1 Member of 10% group 0001272829 MOYES VICKIE 2710 E OLD TOWER ROAD PHOENIX AZ 85034 0 0 1 0 0001092565 MOYES JERRY & VICKIE FAMILY TRUST 2710 E OLD TOWER ROAD PHOENIX AZ 85034 0 0 1 0 Common Stock 2020-09-21 4 S 0 1059585 40.9274 D 3300 I Manager and Member Common Stock 2020-09-21 4 S 0 3300 41.57 D 0 I Manager and Member Common Stock 2020-09-21 4 J 0 18715692 D 0 I Manager and Member Common Stock 2020-09-21 4 J 0 10751311 D 0 I Manager and Member Forward Sale Contract (obligation to sell) 2020-09-21 4 J 0 1 D Common Stock 8851692 0 I Manager and Member Forward Sale Contract (obligation to sell) 2020-09-21 4 J 0 1 D Common Stock 9864000 0 I Manager and Member Forward Sale Contract (obligation to sell) 2020-09-21 4 J 0 1 D Common Stock 5044308 0 I Manager and Member Forward Sale Contract (obligation to sell) 2020-09-21 4 J 0 1 D Common Stock 2376000 0 I Manager and Member Forward Sale Contract (obligation to sell) 2020-09-21 4 J 0 1 D Common Stock 3331003 0 I Manager and Member The price in Column 4 is a weighted average price. The prices actually ranged from $40.55 to $41.54, inclusive. The reporting persons will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. Amount reflects the distribution of 123,736 shares previously held by M Capital Group Investors, LLC, the distribution of 157,704 shares previously held by M Capital Group Investors II, LLC ("M Capital II"), and the contribution of such shares and an additional 22,654 shares previously held directly by Jerry Moyes to Cactus Holding Company II, LLC ("Cactus II"). These transactions represent a change in the reporting persons' form of direct and indirect beneficial ownership and did not change the number of shares in which the reporting persons had a pecuniary interest. Shares are held directly by Cactus II. Cactus II is a wholly owned subsidiary of Cactus Holding Company III, LLC ("Cactus III"), of which the reporting persons constitute all of the members. The Jerry and Vickie Moyes Family Trust (the "JVMF Trust") is the sole manager of Cactus II. On September 21, 2020, Cactus Holding Company, LLC ("Cactus I") and M Capital II terminated and settled their previously disclosed prepaid variable share forward contracts (each a "VPF" and, collectively, the "VPFs"), as further described herein. As part of this transaction, all of the shares held by Cactus I and M Capital II underlying the VPFs were disposed of to their counterparty on the VPFs. Shares are held directly by M Capital II. The reporting persons constitute all of the members of M Capital II. The JVMF Trust is the sole manager of M Capital II. Shares are held directly by Cactus I. Cactus I is a wholly owned subsidiary of Cactus III, of which the reporting persons constitute all of the members. The JVMF Trust is the sole manager of Cactus I. Under the VPFs, Cactus I or M Capital II, as applicable, was obligated to deliver a variable amount of Common Stock, par value $0.01 per share, of Knight-Swift Transportation Holdings Inc. ("Common Stock"), or an equivalent amount of cash, upon certain dates set forth in the VPFs. The number of shares deliverable under the VPFs depended on the "Forward Floor Price," "Forward Cap Price," "Number of Shares," and "Settlement Price," each as defined in the applicable VPFs. The VPFs have one or more components, each with its own "Valuation Date" and "Number of Shares." The actual number of shares required to be delivered under each component of the VPFs depended on the Settlement Price with respect to such component. If the Settlement Price is less than or equal to the Forward Floor Price on the relevant Valuation Date, the Number of Shares attributable to that component must be delivered. If the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, the number of shares to be delivered equals the Forward Floor Price, divided by the Settlement Price, multiplied by the Number of Shares. If the Settlement Price is greater than the Forward Cap Price, the number of shares to be delivered is equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (b) the denominator of which is the Settlement Price. The Settlement Price under the VPFs is defined as the volume-weighted average price per share of Common Stock on the New York Stock Exchange on the relevant "Valuation Date" (as defined in each component). On September 21, 2020, each VPF was adjusted by the counterparty to change the Forward Cap Price to be equal to the existing Forward Floor Price, to change the number of components and Valuation Dates to a single component and Valuation Date of September 23, 2020, and the VPFs were terminated. Because each VPF was adjusted so that the Forward Floor Price and Forward Cap Price were the same price, the amount owed in respect of the termination was equal to the value of all the shares underlying the VPFs. In connection with the termination, the counterparty foreclosed on and acquired all of the shares underlying the VPFs at a value of $41.54 per share, the reported closing price on the termination date, and applied this value against the amount of Cactus I's and M Capital II's obligations under the VPFs. /s/ Jerry Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2020-09-23 /s/ Vickie Moyes, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2020-09-23 /s/ Jerry Moyes, Co-Trustee of the Jerry and Vickie Moyes Family Trust, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2020-09-23 /s/ Vickie Moyes, Co-Trustee of the Jerry and Vickie Moyes Family Trust, by Earl Scudder, attorney-in-fact, pursuant to a POA previously filed 2020-09-23